02-15 Authorize Agreement to Sell Property at 1351 W. Clifton

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possession or development of the Property for Buyer's use thereof to construct the Project, subject, however, to the use restrictions found within the Permitted Encumbrances. (c) That any EPA Phase I or Phase II Assessments, Wetland Delineations or Studies, Location Surveys, ALTA Surveys and Flood Surveys which Buyer may obtain relative to the Property are wholly satisfactory to Buyer and do not disclose any materially adverse conditions at the Property as Buyer determines in Buyer's reasonable discretion. (d) That any percolation testing, soil reports, storm water management, Clean Air Act, drinking water tests, adequacy of utilities and any other inspections, tests, soil borings or investigations (collectively the "Tests and Reports ") which Buyer may want to obtain or conduct at the Property (at Buyer's sole expense) do not disclose any materially adverse conditions at or relevant to the Property as Buyer determines in Buyer's discretion. (e) That the Property be properly and correctly zoned for a use under which the Project may be constructed and that there otherwise do not exist any federal, state, county, city or local regulations, restrictions, issues, requirements or conditions materially adverse to the Property or Buyer's development thereof as Buyer determines in Buyer's discretion, subject, however, to the use restrictions found within the Permitted Encumbrances. (t) That the Property shall consist of approximately 2.88 acres and shall be configured as depicted within Exhibit "A" hereto. (g) That Buyer has obtained any and all final approvals and permits from Seller, Cuyahoga County, the state of Ohio and any other governmental agency or body that Buyer needs to promptly develop the Property and to construct the Project thereon; provided Buyer has timely applied for and promptly proceeded in good faith to satisfy all application requirements associated with the approvals or permits. (h) That Closing shall occur on or before the Closing Date (with time being of the essence). (i) That there shall have been no material adverse changes in or to the Property or relating thereto prior to Closing as Buyer and Seller determine in their reasonable discretion. 0) That Seller shall at Closing be ready, willing and able to execute and deliver the Deed and any and all Closing documents and instruments that Buyer and the Title Company reasonably require. In the event Buyer's Conditions (a) through (f) are not met, Buyer may, by written notice to Seller not later than 5:00 p.m. on the 90th day immediately following the day on which all of the following have voted to approve the plans for the Project: (i) the architectural review board; (ii) the planning commission; and (iii) city council (which shall mark the conclusion of the period known as the "Inspection Period "), terminate this Agreement, whereupon the Deposit (and any Additional Deposit) shall be returned to Buyer and the parties shall be released from any further obligations hereunder each to the other, except that Buyer shall promptly provide Seller with copies of any Tests and Reports, and Buyer and Seller shall each pay one -half (1/2) of all the expenses of the Escrow Agent and the Title Company. hr the event Buyer's Conditions (g) through 0) are not met, Buyer may, by written notice to Seller not later than 5:00 p.m. on the Closing Date, terminate this Agreement, whereupon the Deposit (and any Additional Deposit) shall be returned to Buyer and the parties shall be released from any further obligations hereunder each to the other, except that Buyer shall promptly provide Seller with copies of any Tests and Reports, and Buyer shall pay all the expenses of the Escrow Agent and the Title Company. In the event that Buyer fails to deliver to Seller such termination notice prior to the expiration of the Inspection Period or the Closing Date, as applicable, Buyer shall be deemed to have waived Buyer's right to terminate based on Buyer's Conditions, and the parties shall proceed to Closing upon the terms contained herein without reduction in the Purchase Price (and the Deposit and Additional Deposit shall become nonrefundable and shall be paid to Seller as liquidated damages and as Seller's sole and exclusive remedy if Buyer defaults under or breaches this Agreement, in addition to any other remedies provided for herein). DELTAVIEW COMPARE: 2129602 212 0707 ver 45 37742 -0009